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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] |
Share-Based Compensation |
4. | Share-Based Compensation
In 2017, Devon’s stockholders approved the 2017 Plan. Subject to the terms of the 2017 Plan, awards may be made for a total of 33.5 million shares of Devon common stock, plus the number of shares available for issuance under the 2015 Plan (including shares subject to outstanding awards that were transferred to the 2017 Plan in accordance with its terms). The 2017 Plan authorizes the Compensation Committee, which consists of independent, non-management members of Devon’s Board of Directors, to grant nonqualified and incentive stock options, restricted stock awards or units, performance units and stock appreciation rights to eligible employees. The 2017 Plan also authorizes the grant of nonqualified stock options, restricted stock awards or units and stock appreciation rights to non-employee directors. To calculate the number of shares that may be granted in awards under the 2017 Plan, options and stock appreciation rights represent one share and other awards represent 2.3 shares. The vesting for certain share-based awards was accelerated in 2021, 2020 and 2019 in conjunction with the reduction of workforce activities described in Note 6 and is included in restructuring and transaction costs in the accompanying consolidated statements of comprehensive earnings. The table below presents the share-based compensation expense included in Devon’s accompanying consolidated statements of comprehensive earnings.
|  | Year Ended December 31, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
G&A |  | $ | 77 |  |  | $ | 76 |  |  | $ | 83 |
Exploration expenses |  |  | 1 |  |  |  | 1 |  |  |  | 1 |
Restructuring and transaction costs |  |  | 21 |  |  |  | 11 |  |  |  | 31 |
Total |  | $ | 99 |  |  | $ | 88 |  |  | $ | 115 |
Related income tax benefit |  | $ | 13 |  |  | $ | — |  |  | $ | 13 |
The following table presents a summary of Devon’s unvested restricted stock awards and units, performance-based restricted stock awards and performance share units granted under the plans.
|  |  |  |  | Performance-Based |  |  | Performance |
|  | Restricted Stock Awards & Units |  |  | Restricted Stock Awards |  |  | Share Units |
|  | Awards/Units |  |  |  |  | Weighted Average Grant-Date Fair Value |  |  | Awards |  |  | Weighted Average Grant-Date Fair Value |  |  | Units |  |  |  |  | Weighted Average Grant-Date Fair Value |
|  | (Thousands, except fair value data) |
Unvested at 12/31/20 |  |  | 5,316 |  |  |  |  | $ | 25.82 |  |  |  | 44 |  |  | $ | 44.70 |  |  |  | 1,994 |  |  |  |  | $ | 31.89 |
Granted |  |  | 7,727 |  |  | (1 | ) | $ | 19.74 |  |  |  | — |  |  | $ | — |  |  |  | 861 |  |  |  |  | $ | 18.08 |
Vested |  |  | (5,188 | ) |  |  |  | $ | 22.29 |  |  |  | (44 | ) |  | $ | 44.70 |  |  |  | (754 | ) |  |  |  | $ | 37.40 |
Forfeited |  |  | (199 | ) |  |  |  | $ | 22.70 |  |  |  | — |  |  | $ | — |  |  |  | (25 | ) |  |  |  | $ | 36.04 |
Unvested at 12/31/21 |  |  | 7,656 |  |  |  |  | $ | 22.15 |  |  |  | — |  |  | $ | — |  |  |  | 2,076 |  |  | (2 | ) | $ | 24.12 |
(1) | Due to the closing of the Merger, each share of WPX common stock was automatically converted into the right to receive 0.5165 of a share of Devon common stock. As a result, approximately 4.9 million awards related to the conversion of WPX equity awards to Devon equity awards.
(2) | A maximum of 4.2 million common shares could be awarded based upon Devon’s final TSR ranking.
The following table presents the aggregate fair value of awards and units that vested during the indicated period.
|  | 2021 |  |  | 2020 |  |  | 2019 |
Restricted Stock Awards and Units |  | $ | 115 |  |  | $ | 44 |  |  | $ | 127 |
Performance-Based Restricted Stock Awards |  | $ | 1 |  |  | $ | 2 |  |  | $ | 4 |
Performance Share Units |  | $ | 15 |  |  | $ | 10 |  |  | $ | 4 |
The following table presents the unrecognized compensation cost and the related weighted average recognition period associated with unvested awards and units as of December 31, 2021.
|  | Restricted Stock |  |  | Performance |
|  | Awards/Units |  |  | Share Units |
Unrecognized compensation cost |  | $ | 82 |  |  | $ | 13 |
Weighted average period for recognition (years) |  |  | 2.4 |  |  |  | 1.7 |
Restricted Stock Awards and Units Restricted stock awards and units are subject to the terms, conditions, restrictions and limitations, if any, that the Compensation Committee deems appropriate, including restrictions on continued employment. Generally, the service requirement for vesting ranges from one to four years. Dividends declared during the vesting period with respect to restricted stock awards and units will not be paid until the underlying award vests. Devon estimates the fair values of restricted stock awards and units as the closing price of Devon’s common stock on the grant date of the award, which is expensed over the applicable vesting period. Performance Share Units Performance share units are granted to certain members of Devon’s management and employees. Each unit that vests entitles the recipient to one share of Devon common stock. The vesting of these units is based on comparing Devon’s TSR to the TSR of a predetermined group of peer companies over the specified three-year performance period. Subject to certain limits, the vesting of units may be between zero and 200% of the units granted depending on Devon’s TSR as compared to the peer group on the vesting date. At the end of the vesting period, recipients receive dividend equivalents with respect to the number of units vested. The fair value of each performance share unit is estimated as of the date of grant using a Monte Carlo simulation with the following assumptions used for all grants made under the plan: (i) a risk-free interest rate based on U.S. Treasury rates as of the grant date; (ii) a volatility assumption based on the historical realized price volatility of Devon and the designated peer group; and (iii) an estimated ranking of Devon among the designated peer group. The fair value of the unit on the date of grant is expensed over the applicable vesting period. The following table presents the assumptions related to performance share units granted.
|  | 2021 |  |  | 2020 |  |  | 2019 |
Grant-date fair value |  | $ | 18.08 |  |  | $ | 27.89 |  |  | $28.43 - $29.53 |
Risk-free interest rate |  | 0.18% |  |  | 1.36% |  |  | 2.48% |
Volatility factor |  | 67.8% |  |  | 38.4% |  |  | 39.1% |
Contractual term (years) |  | 2.89 |  |  | 2.89 |  |  | 2.89 |

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